Sales Agreement - Goods

MASTER SALE OF GOODS AGREEMENT

(Arizona UCC-Compliant)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Sale and Purchase of Goods
4. Pricing and Payment Terms
5. Delivery and Risk of Loss
6. Inspection and Acceptance
7. Warranties
8. Representations
9. Indemnification
10. Limitation of Liability
11. Intellectual Property
12. Confidentiality
13. Default and Remedies
14. Term and Termination
15. Dispute Resolution
16. General Provisions
17. Execution Block

Exhibits:

• Exhibit A – Goods Specifications
• Exhibit B – Price Schedule
• Exhibit C – Delivery Terms and Purchase Order Form

1. DOCUMENT HEADER

MASTER SALE OF GOODS AGREEMENT

This Master Sale of Goods Agreement (this "Agreement") is entered into as of [EFFECTIVE DATE] (the "Effective Date") by and between:

SELLER:

• Legal Name: [SELLER LEGAL NAME]
• Entity Type: [Corporation / LLC / Partnership / Sole Proprietorship]
• State of Organization: [STATE]
• Principal Address: [ADDRESS]
• Arizona Statutory Agent (if applicable): [STATUTORY AGENT NAME AND ADDRESS]
• Contact: [NAME] | [EMAIL] | [PHONE]
• Federal Tax ID (EIN): [EIN]

BUYER:

• Legal Name: [BUYER LEGAL NAME]
• Entity Type: [Corporation / LLC / Partnership / Sole Proprietorship]
• State of Organization: [STATE]
• Principal Address: [ADDRESS]
• Arizona Statutory Agent (if applicable): [STATUTORY AGENT NAME AND ADDRESS]
• Contact: [NAME] | [EMAIL] | [PHONE]
• Federal Tax ID (EIN): [EIN]

(each a "Party" and collectively the "Parties")

Recitals

WHEREAS, Seller is engaged in the business of manufacturing, producing, and/or distributing [DESCRIPTION OF GOODS]; and

WHEREAS, Buyer desires to purchase, and Seller desires to sell, such goods on the terms and conditions set forth herein; and

WHEREAS, the Parties intend for this Agreement to constitute the exclusive statement of terms governing their commercial relationship for the sale of Goods;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below.

"Acceptance" – Buyer's acknowledgment that Goods conform to the Specifications, either expressly or as provided in Section 6, consistent with A.R.S. § 47-2606.

"Affiliate" – Any entity controlling, controlled by, or under common control with a Party, where "control" means ownership of more than fifty percent (50%) of voting interests.

"Business Day" – Any day other than a Saturday, Sunday, or day on which commercial banks in Phoenix, Arizona are authorized or required to close.

"Buyer" – The Party identified as Buyer in Section 1.

"Conforming Goods" – Goods that comply with the Specifications, this Agreement, and all applicable federal, state, and local laws and regulations.

"Delivery Date" – The date on which Goods are to be delivered as specified in a Purchase Order.

"Delivery Point" – The location where title and risk of loss transfer, as specified in Section 5.

"Force Majeure Event" – An event beyond a Party's reasonable control, including but not limited to acts of God, war, terrorism, pandemic, epidemic, natural disaster, fire, flood, earthquake, extreme heat, dust storm (haboob), monsoon, wildfire, government action or regulation, embargo, labor dispute (excluding strikes of a Party's own employees), transportation disruption, power grid failure, or failure of essential utilities.

"Goods" – The products, materials, equipment, or other tangible personal property to be sold by Seller to Buyer as described in Exhibit A or any Purchase Order.

"Intellectual Property" – Patents, copyrights, trademarks, trade dress, trade secrets, know-how, and all other proprietary and intellectual property rights recognized under applicable law.

"Non-Conforming Goods" – Goods that do not conform to the Specifications or are defective in material or workmanship.

"Purchase Order" or "PO" – A written order submitted by Buyer to Seller pursuant to Section 3.2 incorporating the terms of this Agreement.

"Seller" – The Party identified as Seller in Section 1.

"Specifications" – The technical requirements, performance standards, quality criteria, and other descriptions for the Goods as set forth in Exhibit A, the applicable Purchase Order, or as otherwise agreed in writing.

"UCC" – The Uniform Commercial Code as adopted in Arizona (A.R.S. Title 47).

"Warranty Period" – The period during which Seller's warranties apply, as defined in Section 7.2.

3. SALE AND PURCHASE OF GOODS

3.1 Agreement to Sell

Subject to the terms and conditions of this Agreement, Seller agrees to sell and Buyer agrees to purchase the Goods described in Exhibit A and/or in Purchase Orders issued hereunder. Each accepted Purchase Order constitutes a separate contract governed by this Agreement.

3.2 Purchase Orders

(a) Buyer may submit Purchase Orders specifying: (i) description and quantity of Goods, (ii) requested Delivery Date, (iii) Delivery Point, (iv) shipping instructions, (v) pricing per the agreed Price Schedule, and (vi) any special requirements.

(b) Seller shall accept or reject each Purchase Order within [3/5] Business Days of receipt. Failure to respond within such period shall constitute acceptance.

(c) Accepted Purchase Orders become binding contracts subject to this Agreement.

(d) Each Purchase Order shall reference this Agreement by date and incorporate all terms hereof.

3.3 Order Changes and Cancellations

(a) Buyer may request changes to an accepted Purchase Order by written notice. Seller shall respond within [3] Business Days with any impact on price, delivery, or specifications.

(b) Buyer may cancel a Purchase Order upon [X] days' written notice, subject to payment of:

• Raw materials already purchased and not returnable: at Seller's documented cost
• Work in progress: at documented cost plus [X]% markup
• Finished Goods: at the full Purchase Order price

(c) Seller shall use commercially reasonable efforts to mitigate cancellation charges.

3.4 Output/Requirements Arrangements

☐ If applicable: Buyer agrees to purchase [all / a minimum of ___%] of its requirements for the Goods from Seller during the Term. Quantity variations shall be governed by A.R.S. § 47-2306 (output, requirements, and exclusive dealings).

3.5 Battle of Forms (A.R.S. § 47-2207)

This Agreement governs all transactions between the Parties. Any additional or different terms in Buyer's purchase orders, Seller's acknowledgments, confirmations, invoices, shipping documents, or other forms are hereby rejected and shall not become part of the contract unless expressly agreed in a written amendment signed by both Parties. This provision prevents the operation of A.R.S. § 47-2207(2) with respect to additional terms between merchants.

4. PRICING AND PAYMENT TERMS

4.1 Pricing

(a) Prices for Goods are set forth in:
☐ Exhibit B (Price Schedule)
☐ Individual Purchase Orders
☐ Seller's then-current published price list less [X]% discount

(b) Unless otherwise specified, prices are in U.S. Dollars and:
☐ Include shipping, handling, and insurance (DDP)
☐ Exclude shipping, handling, and insurance (EXW/FOB)

(c) Prices are firm for [12/24] months from the Effective Date. Thereafter, Seller may adjust prices upon [60/90] days' prior written notice, provided that no single increase shall exceed [X]% without Buyer's written consent.

4.2 Taxes

(a) Prices exclude all applicable transaction privilege taxes (TPT), use taxes, and similar taxes. Arizona imposes a Transaction Privilege Tax (TPT) on the privilege of doing business in Arizona (A.R.S. § 42-5001 et seq.), which functions similarly to a sales tax but is levied on the seller. The economic burden of TPT may be passed through to Buyer.

(b) Buyer shall provide Seller with a valid Arizona Resale Certificate (Form 5000) or applicable exemption documentation prior to the first delivery if claiming an exemption.

(c) Each Party is responsible for its own income taxes arising from transactions under this Agreement.

4.3 Invoicing and Payment

(a) Seller shall invoice Buyer upon shipment of Goods or as otherwise specified in the Purchase Order.

(b) Payment Terms: Net [30/45/60] days from invoice date.

(c) Payment Method: [Wire transfer / ACH / Check] to:

• Bank: [BANK NAME]
• Account: [ACCOUNT NUMBER]
• Routing: [ROUTING NUMBER]

(d) All payments shall be made without deduction, setoff, or counterclaim except as expressly permitted herein.

4.4 Late Payments

Past due amounts shall bear interest at the rate of [X]% per annum, not to exceed ten percent (10%) per annum as permitted by A.R.S. § 44-1201. The statutory default interest rate in Arizona is ten percent (10%) per annum unless the parties agree otherwise in writing; however, the agreed rate shall not exceed the maximum rate permitted by law.

4.5 Disputed Invoices

(a) Buyer must notify Seller in writing of any invoice dispute within [15] days of invoice date, specifying the disputed amount and reason in reasonable detail.

(b) Buyer shall pay all undisputed amounts by the due date.

(c) The Parties shall negotiate disputed amounts in good faith and resolve within [30] days.

(d) Interest shall not accrue on amounts reasonably and in good faith disputed during the resolution period.

4.6 Set-Off

Neither Party may set off amounts owed under this Agreement against amounts owed under other agreements without prior written consent, except for liquidated and undisputed amounts arising under this Agreement.

5. DELIVERY AND RISK OF LOSS

5.1 Delivery Terms

(a) Delivery shall be made:
☐ EXW (Ex Works) – Seller's facility at [ADDRESS]
☐ FOB Origin – Carrier's facility at [LOCATION]
☐ FOB Destination – Buyer's facility at [ADDRESS]
☐ DDP (Delivered Duty Paid) – Buyer's facility at [ADDRESS]

(b) Unless otherwise agreed, delivery is [FOB DESTINATION] to the address specified in the Purchase Order.

(c) All deliveries within Arizona shall comply with applicable Arizona Department of Transportation (ADOT) regulations, including seasonal restrictions and weight limits on state highways.

5.2 Title and Risk of Loss

(a) Title to Goods passes to Buyer upon [delivery to carrier / delivery to Buyer's facility / payment in full].

(b) Risk of loss passes to Buyer in accordance with the selected delivery term under A.R.S. § 47-2509 (risk of loss in absence of breach) and A.R.S. § 47-2510 (effect of breach on risk of loss).

(c) Reservation of a security interest does not affect passage of title under A.R.S. § 47-2401(1).

5.3 Shipping and Insurance

(a) Seller shall ship Goods using [Buyer's designated carrier / Seller's standard carrier / mutually agreed carrier].

(b) Seller shall insure all shipments for their full replacement value until risk of loss transfers to Buyer.

(c) Seller shall provide tracking information and shipping documents (bill of lading, commercial invoice, packing list) within [24/48] hours of shipment.

(d) All packaging shall be suitable to protect Goods during transit, including protection against extreme heat conditions typical of Arizona's Sonoran Desert climate where applicable.

5.4 Delivery Schedule

(a) Time is of the essence for all Delivery Dates.

(b) Seller shall notify Buyer promptly (and in no event later than [2] Business Days) of any anticipated delay and provide a revised delivery schedule.

(c) If Seller fails to deliver within [X] days of the Delivery Date (other than due to Buyer's fault or Force Majeure), Buyer may:

• Cancel the affected Purchase Order without liability;
• Procure substitute goods (cover) and recover the cost difference from Seller under A.R.S. § 47-2712; or
• Recover damages for non-delivery under A.R.S. § 47-2713.

5.5 Partial Shipments

Seller may make partial shipments unless the Purchase Order specifies otherwise. Each partial shipment constitutes a separate installment sale subject to A.R.S. § 47-2612. Buyer may reject a non-conforming installment only if the non-conformity substantially impairs the value of that installment and cannot be cured.

6. INSPECTION AND ACCEPTANCE

6.1 Inspection Rights

(a) Buyer shall have [10/15/30] Business Days after delivery to inspect Goods for conformity ("Inspection Period") pursuant to A.R.S. § 47-2513.

(b) Buyer may inspect Goods at Seller's facility prior to shipment upon reasonable notice. Pre-shipment inspection does not constitute Acceptance.

(c) Payment before inspection does not constitute Acceptance and does not impair Buyer's right to inspect (A.R.S. § 47-2512(2)).

6.2 Acceptance

Acceptance occurs when Buyer:
(a) Expressly accepts the Goods in writing after a reasonable opportunity to inspect;
(b) Fails to make an effective rejection within the Inspection Period (A.R.S. § 47-2602);
(c) Does any act inconsistent with Seller's ownership after the Inspection Period; or
(d) Takes beneficial use of the Goods beyond what is reasonably necessary for inspection.

6.3 Rejection of Non-Conforming Goods

(a) Under the "perfect tender rule" (A.R.S. § 47-2601), if Goods fail to conform in any respect, Buyer may:

• Reject the whole;
• Accept the whole; or
• Accept any commercial unit(s) and reject the rest.

(b) Buyer shall notify Seller in writing of rejection within the Inspection Period, specifying the non-conformity with reasonable particularity (A.R.S. § 47-2602(1)).

(c) Buyer shall hold rejected Goods with reasonable care for Seller's disposition (A.R.S. § 47-2602(2)(b)).

(d) Seller shall, at its option and expense:

• Replace Non-Conforming Goods with Conforming Goods;
• Repair Non-Conforming Goods to meet Specifications; or
• Refund the purchase price.

6.4 Cure Rights (A.R.S. § 47-2508)

(a) If Seller delivers Non-Conforming Goods before the Delivery Date, Seller may cure by delivering Conforming Goods within the contract time upon seasonable notice.

(b) If Seller had reasonable grounds to believe the tender would be acceptable, Seller may cure within a reasonable time after the Delivery Date upon notice of intent to cure.

6.5 Revocation of Acceptance (A.R.S. § 47-2608)

Buyer may revoke acceptance of a lot or commercial unit whose non-conformity substantially impairs its value if:
(a) Acceptance was on the reasonable assumption that the non-conformity would be seasonably cured, and it has not been; or
(b) Acceptance occurred without discovery of the non-conformity due to difficulty of discovery or Seller's assurances.

6.6 Return of Rejected Goods

Seller shall provide return instructions within [5] Business Days of rejection notice. Seller bears all costs of return of rightfully rejected Goods.

7. WARRANTIES

7.1 Express Warranty

Seller warrants that all Goods delivered under this Agreement:
(a) Shall conform to the Specifications in Exhibit A and the applicable Purchase Order;
(b) Shall be free from defects in materials and workmanship;
(c) Shall be merchantable and fit for their ordinary purpose (A.R.S. § 47-2314);
(d) Where Seller knows of Buyer's particular purpose, shall be fit for such purpose (A.R.S. § 47-2315);
(e) Shall comply with all applicable federal, state, and local laws, regulations, and industry standards;
(f) Shall be free and clear of all liens, security interests, encumbrances, and claims (A.R.S. § 47-2312);
(g) Shall not infringe any third-party Intellectual Property rights (A.R.S. § 47-2312(3));
(h) Shall conform to any sample, model, or description furnished to Buyer (A.R.S. § 47-2313); and
(i) Shall be new and of first quality (unless otherwise agreed in writing).

7.2 Warranty Period

The warranties in Section 7.1 shall remain in effect for the longer of:
(a) [12/24/36] months from the date of Acceptance; or
(b) [X] months from the date of first commercial use by Buyer.

7.3 Warranty Remedies

During the Warranty Period, if Goods fail to meet the warranties, Seller shall, at Buyer's election and Seller's expense:
(a) Repair defective Goods within [X] Business Days;
(b) Replace defective Goods with new, conforming Goods within [X] Business Days; or
(c) Refund the full purchase price.

Seller shall bear all return and redelivery costs.

7.4 Warranty Exclusions

Seller's warranties do not apply to defects caused by:
(a) Buyer's misuse, negligence, accident, or improper storage;
(b) Unauthorized modification or repair;
(c) Normal wear and tear;
(d) Use with products not supplied or approved by Seller;
(e) Failure to follow Seller's instructions; or
(f) Environmental conditions beyond Seller's published specifications (including but not limited to extreme heat, UV exposure, or dust/sand conditions typical of the Arizona desert climate).

7.5 Disclaimer of Implied Warranties (A.R.S. § 47-2316)

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH IMPLIED WARRANTIES ARE HEREBY DISCLAIMED AND EXCLUDED. THIS DISCLAIMER IS CONSPICUOUS AND HAS BEEN SPECIFICALLY NEGOTIATED AND BROUGHT TO BUYER'S ATTENTION AS REQUIRED BY A.R.S. § 47-2316.

BUYER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD THIS WARRANTY DISCLAIMER AND AGREES TO ITS TERMS.

Buyer Initials: _______

7.6 Warranty Pass-Through

Seller shall pass through and assign to Buyer all third-party manufacturer warranties on components incorporated into the Goods, to the extent assignable.

8. REPRESENTATIONS

8.1 Mutual Representations

Each Party represents and warrants as of the Effective Date:
(a) It is duly organized, validly existing, and in good standing under the laws of its state of organization;
(b) It is authorized to transact business in Arizona, to the extent required by A.R.S. § 10-1501 (corporations) or A.R.S. § 29-3901 (LLCs);
(c) It has full power and authority to execute, deliver, and perform this Agreement;
(d) Execution does not violate any law, regulation, or other agreement;
(e) This Agreement is a legal, valid, and binding obligation enforceable in accordance with its terms; and
(f) It shall comply with all applicable laws in performing hereunder.

8.2 Seller Representations

Seller additionally represents:
(a) Seller has good and marketable title to the Goods (A.R.S. § 47-2312);
(b) Goods are manufactured in compliance with all applicable laws;
(c) Seller maintains quality control processes sufficient to ensure Goods meet Specifications;
(d) Seller has not been debarred, suspended, or excluded from government programs;
(e) No material litigation or proceedings are pending or threatened; and
(f) Seller complies with applicable export control laws.

8.3 Buyer Representations

Buyer additionally represents:
(a) Buyer intends to use the Goods for lawful purposes;
(b) Information provided regarding requirements and specifications is accurate; and
(c) Buyer will comply with all applicable laws related to use, resale, or disposal of the Goods.

9. INDEMNIFICATION

9.1 Seller Indemnification

Seller shall indemnify, defend, and hold harmless Buyer, its Affiliates, and their respective officers, directors, members, employees, agents, and successors ("Buyer Indemnitees") from and against any and all claims, damages, losses, costs, liabilities, and expenses (including reasonable attorneys' fees) arising from:
(a) Breach of Seller's warranties, representations, or covenants;
(b) Seller's negligence, gross negligence, or willful misconduct;
(c) Claims that the Goods infringe third-party Intellectual Property rights;
(d) Product liability claims, personal injury, or property damage from defects in the Goods;
(e) Seller's violation of applicable laws; and
(f) Claims arising from Seller's employees, agents, or subcontractors.

9.2 Buyer Indemnification

Buyer shall indemnify, defend, and hold harmless Seller, its Affiliates, and their respective officers, directors, members, employees, agents, and successors ("Seller Indemnitees") from and against claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:
(a) Buyer's misuse of Goods contrary to Seller's instructions;
(b) Buyer's combination of Goods with unapproved products causing infringement or harm;
(c) Buyer's negligence, gross negligence, or willful misconduct;
(d) Buyer's breach of this Agreement; and
(e) Unauthorized modifications by Buyer.

9.3 Indemnification Procedures

(a) The Indemnitee shall promptly notify the Indemnitor in writing. Delay in notice does not relieve obligations except to the extent the Indemnitor is actually prejudiced.

(b) The Indemnitor shall control the defense with counsel reasonably acceptable to the Indemnitee.

(c) No settlement may admit liability, impose non-monetary obligations, or omit an unconditional release without the Indemnitee's consent.

(d) The Indemnitee shall cooperate at the Indemnitor's expense.

9.4 Arizona Constitutional Note on Damages

10. LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Damages

EXCEPT FOR (A) BREACHES OF SECTION 12 (CONFIDENTIALITY), (B) INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, (C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (D) INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, (E) PRODUCT LIABILITY FOR PERSONAL INJURY OR DEATH, AND (F) OBLIGATIONS ARISING UNDER THE ARIZONA CONSUMER FRAUD ACT (A.R.S. § 44-1521 ET SEQ.):

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, REGARDLESS OF THE FORM OF ACTION AND WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability

EXCEPT FOR THE EXCLUSIONS LISTED IN SECTION 10.1, EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:

(A) THE TOTAL AMOUNTS PAID OR PAYABLE BY BUYER TO SELLER DURING THE [12/24]-MONTH PERIOD PRECEDING THE CLAIM; OR

(B) $[AMOUNT].

THIS LIMITATION DOES NOT APPLY TO LIABILITY FOR PERSONAL INJURY OR DEATH, WHICH IS NOT SUBJECT TO CAPS UNDER ARIZONA LAW.

10.3 Essential Purpose (A.R.S. § 47-2719)

(a) The limitations in this Section 10 are fundamental elements of the Agreement reflecting a fair allocation of risk.

(b) If any exclusive or limited remedy fails of its essential purpose under A.R.S. § 47-2719(2), the aggrieved Party's remedies shall be those available under the UCC, subject to the limitations herein to the extent enforceable.

(c) Under A.R.S. § 47-2719(3), consequential damages may be limited or excluded unless the limitation is unconscionable. Limitation of consequential damages for personal injury in the case of consumer goods is prima facie unconscionable; limitation of damages where the loss is commercial is not.

10.4 Statute of Limitations

(a) UCC claims: Four (4) years from accrual (A.R.S. § 47-2725). The Parties may reduce this to not less than one (1) year.

(b) Written contract claims: Six (6) years from breach (A.R.S. § 12-548).

(c) Oral contract claims: Three (3) years (A.R.S. § 12-543).

11. INTELLECTUAL PROPERTY

11.1 Seller's Intellectual Property

All Seller IP remains Seller's sole property. Nothing herein grants Buyer ownership rights.

11.2 Buyer's Intellectual Property

All Buyer IP remains Buyer's sole property. Seller shall use Buyer IP only as necessary to fulfill Purchase Orders.

11.3 Custom Goods

For Goods manufactured to Buyer's proprietary specifications:
(a) Buyer grants Seller a limited, non-exclusive, revocable license to use Buyer's specifications solely to manufacture the Goods;
(b) Buyer retains ownership of all custom designs, tooling, molds, and dies paid for by Buyer;
(c) Seller shall not manufacture goods using Buyer's specifications for third parties;
(d) Upon termination, Seller shall return or destroy materials embodying Buyer's specifications; and
(e) Buyer shall indemnify Seller for infringement arising from Buyer's specifications.

11.4 IP Infringement Defense

If Goods are alleged to infringe, Seller shall at its option and expense:
(a) Obtain the right for Buyer to continue using the Goods;
(b) Modify the Goods to be non-infringing while maintaining equivalent functionality;
(c) Replace the Goods with non-infringing equivalents; or
(d) Refund the purchase price and accept return.

12. CONFIDENTIALITY

12.1 Confidential Information

"Confidential Information" means all non-public information disclosed by either Party, including business plans, pricing, financial data, customer lists, technical data, trade secrets, product designs, manufacturing processes, and Agreement terms.

12.2 Obligations

The Receiving Party shall:
(a) Protect Confidential Information with at least the same degree of care as its own, but not less than reasonable care;
(b) Use Confidential Information solely for purposes of this Agreement;
(c) Limit disclosure to employees, contractors, and advisors bound by confidentiality obligations;
(d) Not reverse engineer, disassemble, or decompile any Goods or samples; and
(e) Promptly notify the disclosing Party of unauthorized use or disclosure.

12.3 Exclusions

Confidential Information excludes information that:
(a) Is or becomes publicly available without breach;
(b) Was known before disclosure, free of confidentiality obligations;
(c) Is independently developed without reference to Confidential Information; or
(d) Is rightfully obtained from a third party without restriction.

12.4 Trade Secrets – Arizona Uniform Trade Secrets Act (A.R.S. § 44-401 et seq.)

The Parties acknowledge that certain Confidential Information may constitute "trade secrets" under the Arizona Uniform Trade Secrets Act (AUTSA) (A.R.S. § 44-401 et seq.). Each Party shall protect trade secrets as required by law. Trade secret protections survive termination for so long as the information retains trade secret status.

12.5 Federal Defend Trade Secrets Act (DTSA) Notice

NOTICE: An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

12.6 Required Disclosures

If compelled to disclose by law, the Receiving Party shall: (a) provide prompt notice (where permitted); (b) cooperate to obtain protective treatment; and (c) disclose only the minimum required.

12.7 Return of Materials

Upon termination or request, each Party shall return or destroy Confidential Information and certify such action in writing.

13. DEFAULT AND REMEDIES

13.1 Events of Default

Events of Default include:
(a) Failure to pay when due, not cured within [10] Business Days of notice;
(b) Material breach not cured within [30] days of notice (or longer if cure commences within 30 days and is diligently pursued);
(c) Insolvency, bankruptcy, receivership, or assignment for creditors;
(d) Cessation of business operations;
(e) Repeated Non-Conforming Goods deliveries (three (3) or more in twelve (12) months); or
(f) Material adverse change in financial condition jeopardizing performance.

13.2 Remedies

Upon default, the non-defaulting Party may:
(a) Suspend performance;
(b) Terminate this Agreement and/or affected Purchase Orders;
(c) Recover amounts due plus interest;
(d) Exercise UCC remedies:

• Seller: A.R.S. §§ 47-2702 through 47-2710 (resale under § 47-2706, price recovery under § 47-2709);
• Buyer: A.R.S. §§ 47-2711 through 47-2717 (cover under § 47-2712, damages under § 47-2713, specific performance under § 47-2716);
  (e) Seek injunctive or equitable relief; and
  (f) Recover reasonable attorneys' fees under A.R.S. § 12-341.01.

13.3 Right to Adequate Assurance (A.R.S. § 47-2609)

When reasonable grounds for insecurity arise, either Party may demand written adequate assurance and may suspend performance until assurance is received.

13.4 Cover (A.R.S. § 47-2712)

If Seller fails to deliver, Buyer may cover by good-faith purchase of substitutes and recover the cost difference plus incidental and consequential damages (A.R.S. § 47-2715), less expenses saved.

13.5 Seller's Resale (A.R.S. § 47-2706)

If Buyer wrongfully rejects or repudiates, Seller may resell commercially and recover the price difference plus incidental damages (A.R.S. § 47-2710), less expenses saved.

13.6 Liquidated Damages

☐ If applicable: Liquidated damages of $[AMOUNT] per [occurrence/day] for [SPECIFIED BREACH], which the Parties agree is a reasonable estimate of damages consistent with A.R.S. § 47-2718.

13.7 Cumulative Remedies

All remedies are cumulative and not exclusive.

14. TERM AND TERMINATION

14.1 Term

This Agreement commences on the Effective Date and continues for [1/2/3] year(s) (the "Initial Term"). It automatically renews for successive [1]-year periods (each a "Renewal Term") unless either Party gives [60/90] days' written notice of non-renewal.

14.2 Termination for Convenience

Either Party may terminate upon [90/180] days' prior written notice. Outstanding accepted Purchase Orders survive termination for convenience.

14.3 Termination for Cause

Either Party may terminate immediately upon written notice if the other:
(a) Commits an uncured material breach;
(b) Becomes insolvent or files for bankruptcy (or has an involuntary petition not dismissed within 60 days);
(c) Makes a general assignment for creditors;
(d) Has a receiver or trustee appointed; or
(e) Ceases business operations.

14.4 Effect of Termination

Upon termination:
(a) Accepted Purchase Orders remain binding unless otherwise agreed;
(b) Buyer pays for Goods delivered and accepted;
(c) Confidential Information is returned or destroyed;
(d) Buyer-owned tooling returned within [30] days; and
(e) Surviving Sections: 2, 7, 9, 10, 11, 12, 13, 15, 16.

15. DISPUTE RESOLUTION

15.1 Governing Law

This Agreement is governed by Arizona law, including the UCC (A.R.S. Title 47), without regard to conflict of laws principles. The CISG is excluded.

15.2 Negotiation

The Parties shall first attempt good-faith negotiation between senior executives for at least [30] days.

15.3 Mediation

If negotiation fails, either Party may request non-binding mediation administered by [JAMS / AAA / a mutually agreed mediator] in [Phoenix / Tucson / Scottsdale], Arizona. Costs shared equally.

15.4 Arbitration OR Litigation

☐ ARBITRATION: Unresolved disputes shall be finally resolved by binding arbitration administered by [JAMS / AAA] under its Commercial Arbitration Rules, by a single arbitrator in [Phoenix / Tucson], Arizona. The arbitrator shall apply Arizona law. Judgment on the award may be entered in any court of competent jurisdiction.

☐ LITIGATION: Unresolved disputes shall be resolved exclusively in the Superior Court of [Maricopa / Pima / specified] County, Arizona, or the United States District Court for the District of Arizona. Each Party irrevocably consents to personal jurisdiction and waives venue objections.

15.5 Jury Waiver

EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY ARIZONA LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES THAT THIS WAIVER IS MADE KNOWINGLY AND VOLUNTARILY.

Party Initials: Seller _______ Buyer _______

15.6 Attorneys' Fees (A.R.S. § 12-341.01)

(a) In any contested action arising out of this Agreement, the court may award the successful party reasonable attorney fees pursuant to A.R.S. § 12-341.01(A).

(b) In addition to any statutory fee-shifting, in any action to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, court costs, and litigation expenses.

15.7 Injunctive Relief

Either Party may seek temporary or preliminary injunctive relief from any Arizona court to prevent irreparable harm pending dispute resolution.

16. GENERAL PROVISIONS

16.1 Notices

All notices shall be in writing and deemed given when: (a) personally delivered; (b) one (1) Business Day after deposit with overnight courier; (c) three (3) Business Days after certified mail, return receipt requested; or (d) upon confirmed email delivery, to addresses in Section 1 or as updated.

16.2 Force Majeure

(a) Neither Party is liable for failure or delay (other than payment) due to Force Majeure, provided: (i) prompt notice; (ii) reasonable mitigation; and (iii) resumption when the event ceases.

(b) If Force Majeure continues for more than [90] days, either Party may terminate affected Purchase Orders upon [15] days' notice.

16.3 Assignment

Neither Party may assign without prior written consent (not unreasonably withheld), except to an Affiliate or in connection with a merger/acquisition/sale of substantially all assets. Unauthorized assignment is void.

16.4 Independent Contractors

The Parties are independent contractors. No employment, partnership, joint venture, or agency relationship is created.

16.5 No Third-Party Beneficiaries

This Agreement benefits only the Parties and their permitted successors and assigns, except that Buyer Indemnitees and Seller Indemnitees are intended third-party beneficiaries of Section 9.

16.6 Waiver

No waiver is effective unless in writing signed by the waiving Party.

16.7 Severability

Invalid provisions shall be reformed to the minimum extent necessary. If reformation is impossible, the provision is severed and remaining provisions continue in full force.

16.8 Entire Agreement

This Agreement, with all exhibits and accepted Purchase Orders, constitutes the entire agreement and supersedes all prior negotiations and agreements.

16.9 Amendment

Amendments require a written instrument signed by both Parties.

16.10 Counterparts and Electronic Signatures

(a) This Agreement may be executed in counterparts.

(b) Electronic signatures are valid under the Arizona Electronic Transactions Act (A.R.S. § 44-7001 et seq.) and the federal E-SIGN Act (15 U.S.C. § 7001 et seq.).

16.11 Construction

(a) Headings are for convenience only.
(b) "Including" means "including without limitation."
(c) This Agreement is not construed against the drafter.
(d) Statutory references include amendments and successor legislation.
(e) All monetary amounts are in U.S. Dollars.

16.12 Compliance with Laws

Each Party shall comply with all applicable laws, including:
(a) Anti-corruption and anti-bribery laws;
(b) Export control and sanctions laws;
(c) The Arizona Consumer Fraud Act (A.R.S. § 44-1521 et seq.) to the extent applicable;
(d) Arizona Transaction Privilege Tax requirements (A.R.S. § 42-5001 et seq.); and
(e) All applicable environmental, health, and safety regulations.

16.13 Publicity

Neither Party shall issue press releases or public statements regarding this Agreement without prior written consent, except as required by law.

17. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Master Sale of Goods Agreement as of the Effective Date.

WARRANTY DISCLAIMER ACKNOWLEDGMENT (Section 7.5):

| Buyer Initials: _______ |

JURY WAIVER ACKNOWLEDGMENT (Section 15.5):

| Seller Initials: _______ | Buyer Initials: _______ |

EXHIBIT A – GOODS SPECIFICATIONS

Quality Requirements:

• [SPECIFY QUALITY STANDARDS, TESTING REQUIREMENTS, CERTIFICATIONS]

Environmental Specifications (Arizona Climate Considerations):

• Operating Temperature Range: [MIN]°F to [120+]°F
• UV Resistance: [SPECIFY UV RATING OR STANDARD]
• Dust/Particulate Tolerance: [SPECIFY IP RATING OR STANDARD]
• Humidity Range: [X]% to [X]% relative humidity (monsoon season consideration)

Packaging Requirements:

• [SPECIFY PACKAGING, LABELING, AND HEAT-PROTECTION REQUIREMENTS]

EXHIBIT B – PRICE SCHEDULE

Minimum Order Quantity: [QUANTITY]
Price Protection Period: [X] months from Effective Date
Price Adjustment Mechanism: [CPI / PPI / Mutual Agreement]
Maximum Annual Price Increase: [X]%

EXHIBIT C – DELIVERY TERMS AND PURCHASE ORDER FORM

Delivery Terms

Purchase Order Form

PURCHASE ORDER NO. [_____________]

CHECKLIST

☐ All [PLACEHOLDER] fields completed with actual information
☐ Delivery terms (Section 5.1) selected (one option only)
☐ Pricing method (Section 4.1) selected
☐ Payment terms (Section 4.3) specified
☐ Late payment interest rate (Section 4.4) does not exceed 10% per annum (A.R.S. § 44-1201)
☐ Dispute resolution method (Section 15.4) selected (arbitration OR litigation)
☐ Warranty Period (Section 7.2) specified
☐ Liability cap (Section 10.2) specified -- excludes personal injury per Arizona Constitution Art. 18, § 6
☐ Force majeure duration (Section 16.2) confirmed
☐ Term length (Section 14.1) confirmed
☐ Exhibits A, B, and C completed
☐ Warranty disclaimer (Section 7.5) initialed by Buyer
☐ Jury waiver (Section 15.5) initialed by both Parties -- verified enforceability under Art. 2, § 23
☐ Arizona TPT / resale certificate documentation collected (if applicable)
☐ Arizona statutory agent information confirmed (if applicable)
☐ Environmental/heat specifications reviewed for Arizona climate
☐ Temperature-controlled shipping requirements addressed (Exhibit C)
☐ All guidance comments removed from final version
☐ Agreement reviewed by attorney licensed in Arizona
☐ Both Parties' authorized representatives have executed the Agreement

END OF AGREEMENT